Richard M. Traynor - Mar 31, 2023 Form 4 Insider Report for Certara, Inc. (CERT)

Role: SVP AND GENERAL COUNSEL
Signature: /s/ Richard M. Traynor
Stock symbol: CERT
Transactions as of: Mar 31, 2023
Transactions value $: -$91,559
Form type: 4
Date filed: 4/3/2023, 04:49 PM
Previous filing: Mar 7, 2023
Next filing: Apr 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERT	Common Stock	Tax liability	-$41K	-1.72K	-0.93%	$23.80	183K	Mar 31, 2023	Direct	F1, F2
transaction	CERT	Common Stock	Options Exercise	$0	+6.65K	+3.64%	$0.00	189K	Mar 31, 2023	Direct	F2, F3
transaction	CERT	Common Stock	Tax liability	-$50.6K	-2.12K	-1.12%	$23.80	187K	Mar 31, 2023	Direct	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CERT	Restricted Stock Units	Options Exercise	$0	-6.65K	-33.33%	$0.00	13.3K	Mar 31, 2023	Common Stock	6.65K		Direct	F3
transaction	CERT	Restricted Stock Units	Options Exercise	$0	+19.9K		$0.00	19.9K	Apr 1, 2023	Common Stock	19.9K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") withheld to satisfy the tax withholding obligations in connection with the vesting and settlement of RSUs, exempt under Rule 16b-3. Each RSUs was granted on April 1, 2021, under the Certara, Inc. 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on April 1, 2022. One-third of the RSUs vested and were on March 31, 2023. The remaining one-third of the RSUs are scheduled to vest and settle on April 1, 2024.
F2	The total reported in Column 5 includes 5,495 RSUs which was previously reported in Table 1 of Form 4.
F3	Each RSU was granted on April 1, 2022, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on March 31, 2023. The remaining two-thirds of the RSUs are scheduled to vest and settle in two equal installments on April 1, 2024, and April 1, 2025.
F4	Represents RSUs withheld to satisfy the tax withholding obligations in connection with the vesting and settlement of RSUs, exempt under Rule 16b-3.
F5	Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs will vest and settle in three equal installments on April 1, 2024, April 1, 2025, and April 1, 2026.